Corporate governance

PG&E’s corporate governance practices are integral to our sustainability performance and how we operate as a business. The Corporate Governance section of our website details the policies and practices of the Boards, including governance guidelines, bylaws, disclosure standards, and Codes of Conduct for directors and employees. Additional corporate governance disclosures are available in the companies’ Joint Proxy Statement. 

Our boards

Our Boards are responsible for overseeing our companies’ long-term business strategy and our purpose of delivering for our hometowns, serving our planet, and leading with love. The Boards focus on ESG matters, goals, and performance, and closely follow metrics that demonstrate operational performance. Our Board members are experienced, qualified, and committed.

PG&E Corporation’s and the Utility’s Boards of Directors are composed of the same directors with the addition of a Utility principal executive officer on the Utility Board. In March 2023, the Utility Board appointed Sumeet Singh as Executive Vice President, Operations and Chief Operating Officer, and as a director. On each of the Boards, all of the current non-employee directors are independent as defined by the New York Stock Exchange. 

Our governance practices

An underlying factor for strong corporate governance is the commitment and independence of the Boards and their fiduciary responsibilities to the companies and their respective shareholders, detailed in our Corporate Governance Guidelines.

The Boards review PG&E’s corporate governance practices on an annual basis in line with industry best practices. PG&E actively engages with shareholders regarding governance practices and other matters and amends these practices from time to time when doing so is in the best interest of the companies and their shareholders.

PG&E Corporation’s Sustainability and Governance Committee oversees the director refreshment process each year. This process includes an annual review of independence, an assessment of skills and qualifications, and an evaluation of the directors’ commitment to serving on the Boards. The Sustainability and Governance Committee also considers diversity, ties to our service area, and fit with the Boards’ culture, as described in the Corporate Governance Guidelines. For new Board nominees, the Committee works with independent search firms to identify qualified candidates. All candidates are evaluated using the same criteria.

Diversity contributes to strong corporate governance and is a core value for PG&E. PG&E’s Board composition reflects this value. PG&E currently exceeds compliance with state laws regarding Board diversity and follows industry practices and investor guidelines for gender and racial/ethnic diversity: 57% of Board members at the Corporation and 60% of Board members at the Utility are either women or are racially or ethnically diverse. 

Independent

Diverse

PG&E Corporation and the Utility use a matrix of skills for Board members, included in the Joint Proxy Statement, that was developed with input from regulators and other stakeholders. The matrix emphasizes specific experience in utility management, natural gas systems, nuclear generation, emergency management, wildfire management, and financial literacy. Each Board member is evaluated with this list of skills in mind as part of the refreshment process, as required by our Corporate Governance Guidelines. Safety and Nuclear Operations Committees members and the PG&E Chair are required to possess special expertise in operations, cybersecurity, or risk.

Our Boards are committed and engaged in the oversight of the companies. Board meetings for PG&E Corporation and PG&E had an attendance rate of 94% and 91%, respectively, in 2023. Each incumbent director attended at least 75% of the total meetings of the Boards and the Committees on which they served.

Oversight responsibilities for board committees

The Boards and their respective Committees have oversight responsibility for key issues, such as climate resilience and sustainability, cybersecurity, risk, safety, people, and financials: 

1. Committees of the PG&E Corporation Board of Directors only.